Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 21, 2021, the Board of Directors of Vaxart, Inc. (the "Company")
appointed David Wheadon, M.D. to serve on our board of directors, until his
successor is elected and qualified, or sooner in the event of his death,
resignation or removal. Our board of directors has determined that Dr. Wheadon
meets the requirements for independence under the applicable listing standards
of The Nasdaq Stock Market LLC and the Securities Exchange Act of 1934, as
amended. Dr. Wheadon was also appointed as a member of the Compensation
Committee of the Board (the "Compensation Committee").
Dr. Wheadon, 63, served as Senior Vice President, Global Regulatory Affairs,
Patient Safety and Quality Assurance for AstraZeneca Pharmaceuticals from 2014
to 2019 and as Executive Vice President, Research and Advocacy at the Juvenile
Diabetes Research Foundation from 2013 to 2014. From 2009 to 2013, Dr. Wheadon
served as Senior Vice President, Scientific and Regulatory Affairs and as a
member of the Management Committee of the Pharmaceutical Research and
Manufacturers of America (PhRMA). Prior to his joining PhRMA, Dr. Wheadon held
senior regulatory and clinical development leader roles at Abbott Laboratories
and GlaxoSmithKline plc. Dr. Wheadon began his career as a clinical research
physician in neuroscience at Eli Lilly & Company. Dr. Wheadon currently serves
on the board of directors of Karuna Therapeutics, Inc. He formerly served on the
board of directors of Assertio Holdings, Inc. (formerly Assertio Therapeutics,
Inc.). Dr. Wheadon holds an A.B. from Harvard College and an M.D. from Johns
Hopkins University School of Medicine. He completed his fellowship training in
Psychiatry at the Tufts, New England Medical Center.
Dr. Wheadon will be entitled to receive cash and equity compensation for his
service on our board of directors and committees thereof in the standard amounts
previously approved by our board of directors. He will receive a pro rata
portion of an annual cash retainer for serving on the board of directors
($40,000) and a pro rata portion of an annual cash retainer for serving as
member of the compensation committee ($5,000). Retainers are paid on a quarterly
basis in the first week of the following quarter.
The Board intends to grant of a time-based stock option to Dr. Wheadon covering
a total of 65,700 shares of common stock, which will vest in three equal annual
installments over three years, and which will have a per share exercise price
equal to the closing price of the shares on the date of grant.
Dr. Wheadon also entered into our standard form of indemnification agreement,
the form of which is filed as Exhibit 10.3 to our Current Report on Form
8-K (File No. 001-35285), filed with the U.S. Securities and Exchange Commission
on February 20, 2018.
There are no arrangements or understandings between Dr. Wheadon and any other
persons, pursuant to which he was appointed as a member of our board of
directors. There are no family relationships between Dr. Wheadon and any of our
directors or executive officers. Dr. Wheadon is not a party to any current or
proposed transaction with us for which disclosure is required under Item 404(a)
of Regulation S-K.
On April 23, 2021, the Company issued a press release announcing the appointment
of Dr. Wheadon as a director. A copy of the press release is attached to this
Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Press Release, dated April 23, 2021
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